Master Edge License

MASTERS EDGE LICENSE AGREEMENT – RENEGADE AI
(Non-Transferable & Non-Exclusive License with Right to Terminate)
Effective Date: The date you accept this Agreement electronically (recorded via Tally.so).

This Agreement (“Agreement”) is made between:

Changing Courses 11 LLC (“Licensor”), a Tennessee limited liability company located at 2194 Spring Hill Circle, Spring Hill, TN 37174;
You, the Licensee (“Licensee,” “you”), an individual or entity who affirms being at least 18 years old, legally competent, and based in the United States, Canada, Australia, or New Zealand (the “Authorized Territories”).

1. License Overview
Licensor grants Licensee a limited, non-exclusive, non-transferable, and revocable license to:

Download and securely host the Renegade AI course materials (“Work”) on your own systems or use Licensor’s official hosting platform;
Market, sell, and distribute the Work or approved portions thereof, consistent with this Agreement and any attached schedules.

This license does not transfer ownership of any intellectual property rights. You may not sublicense, assign, or transfer this license without prior written consent from Licensor.

2. Authorized Uses and Restrictions
2.1 Permitted Uses

Sell the full Renegade AI course or approved modules using your own infrastructure or Licensor’s hosting;
Use approved materials for free distribution solely for lead generation or promotion, with all original branding and copyright intact;
Promote Renegade AI as part of your business with clear attribution to Changing Courses 11 LLC.

2.2 Prohibited Uses
You must not:

Distribute unapproved or unlicensed content free of charge;
Remove or alter any proprietary notices, branding, or copyright information;
Host the Work on unsecured, public, or unauthorized platforms;
Undercut the established Minimum Resale Price (MRP) without express written authorization;
Transfer, sublicense, or otherwise assign the license without Licensor’s prior written consent;
Use the Work or its components to create or promote a directly competing product.

3. Fees and Payment
The Licensee agrees to pay Licensor an annual, non-refundable fee of $997, payable upon acceptance and annually on the anniversary date.

Failure to pay timely constitutes a material breach and may result in immediate termination.

4. Term and Termination
4.1 Term
This Agreement is effective as of the Acceptance Date and continues until terminated as provided herein.

4.2 Termination Without Cause
Either Party may terminate this Agreement by providing 15 days written notice to the other Party.

4.3 Termination For Cause
Licensor may terminate immediately upon written notice if Licensee:

Materially breaches this Agreement and fails to cure within 7 days after notice;
Violates any applicable law or regulation;
Engages in conduct harmful to Licensor’s business or reputation;
Refuses to accept updated terms as permitted.

4.4 Effects of Termination
Upon termination:

All licenses and rights granted herein immediately cease;
Licensee must cease all use, distribution, and marketing of the Work;
Licensee shall remove all Renegade AI materials from all systems and certify such removal within 5 business days;
Licensor may revoke Licensee’s and Licensee’s customers’ access to any hosted content;
License fees paid are non-refundable;
Obligations related to confidentiality, indemnification, intellectual property, and dispute resolution survive termination.

5. Intellectual Property Rights
Licensor retains all ownership rights, title, and interest in Renegade AI and related intellectual property. Licensee acquires only the limited license rights expressly granted herein.

Any unauthorized use, reproduction, distribution, or derivative works constitute infringement and breach of this Agreement.

6. Audit and Compliance
Licensor reserves the right to audit Licensee’s systems and processes to verify compliance with this Agreement.

Licensee agrees to cooperate and implement necessary changes to remain compliant.

Failure to maintain security or comply may lead to termination and liability for damages.

7. Disclaimers and Limitation of Liability

The Work is provided “as is” without warranties of any kind, express or implied;
Licensor disclaims implied warranties including merchantability, fitness for a particular purpose, and non-infringement;
Licensor does not guarantee any results from using the Work;
Licensor is not liable for indirect, incidental, special, consequential, or punitive damages;
Licensor’s total liability shall not exceed fees paid by Licensee in the preceding 6 months.

8. Indemnification
Licensee agrees to indemnify and hold Licensor harmless from any third-party claims arising from Licensee’s breach, misuse, unauthorized marketing or distribution of the Work, or failure to comply with applicable laws and regulations.

9. Confidentiality
Licensee shall maintain the confidentiality of all non-public proprietary information received, using it only as authorized, and restrict disclosure to those under binding confidentiality obligations.

10. Governing Law, Dispute Resolution & Legal Protections
10.1 Governing Law and Jurisdiction
This Agreement shall be governed by Tennessee law. Licensee consents to the exclusive jurisdiction and venue of state and federal courts located in Williamson County, Tennessee. Changing Courses 11 LLC reserves the right to pursue legal action in any jurisdiction where violations or breaches occur, and Licensee waives objections to venue or jurisdiction.

10.2 Mediation and Arbitration
Before litigation, Parties agree to good-faith negotiations and mediation in Williamson County, Tennessee, per Tennessee Supreme Court Rule 31. If unresolved, Licensor may require binding arbitration under AAA or JAMS rules in Williamson County. Class, collective, or representative actions are waived; all disputes must be pursued individually.

10.3 Attorneys’ Fees and Liquidated Damages
The prevailing party in any dispute is entitled to recover reasonable attorneys’ fees, costs, and expenses. Licensee agrees to pay liquidated damages of three times the standard license fee per unauthorized use or breach, in addition to actual damages and injunctive relief.

10.4 International Enforcement
Licensee agrees this Agreement is enforceable worldwide. Licensor may take action in any jurisdiction, and Licensee waives any defenses based on foreign law or jurisdiction.

10.5 Marketing and Customer Obligations
Licensee acts independently and is solely responsible for all marketing, advertising, and customer relations. Licensee must comply with all FTC and applicable advertising laws at its own risk. Licensor disclaims any responsibility for Licensee’s marketing claims, customer service, refunds, or warranties, and Licensee indemnifies Licensor against related claims.

10.6 No Refunds or Customer Service by Licensor
Licensor does not provide refunds or customer support for Licensee’s customers. Licensee agrees to handle all such matters exclusively and indemnifies Licensor from claims arising from these responsibilities.

11. Amendments and Notices
Licensor reserves the right to amend, modify, or replace any terms of this Agreement at any time and for any reason. While Licensor may, at its sole discretion, provide notice of such changes, Licensee acknowledges that Licensor is not obligated to deliver formal updates or notifications for every amendment. Continued use of the Work or acceptance of fees after any amendment constitutes acceptance of the updated terms.

Licensor commits to acting in good faith and fairness in applying amendments, but Licensee agrees that the absence of explicit notice does not invalidate any changes.

Notices must be in writing and delivered via email or certified mail.

12. Entire Agreement
This Agreement and all attached schedules constitute the entire understanding between Parties and supersede prior agreements.

By paying the license fee and accepting electronically, you agree to all terms and conditions herein.

Schedule A – Product Description, Usage Terms, and Additional Details

Product Name:
Renegade AI – An online training course comprising instructional videos, webinar recordings, written guides, worksheets, templates, marketing collateral, and related educational resources designed to teach artificial intelligence tools and methodologies.

Included Content:

Training videos and webinars
Written guides, templates, and worksheets
Marketing and promotional materials
Additional downloadable resources

Permitted Resale and Usage:

Licensee may market, advertise, and sell the full Renegade AI course or approved modules within their own digital infrastructure or via Licensor’s official hosting platform.
All Minimum Resale Price (MRP) requirements (defined below) must be strictly followed to maintain course value and market integrity.
Licensee may only use approved materials for free distribution if explicitly marked “Approved for Free Distribution” by Licensor and solely for lead generation or promotion, with all branding and copyrights preserved intact.
Licensee must clearly disclose that Renegade AI is a licensed product developed and owned by Changing Courses 11 LLC.

Prohibited Uses:

Distributing Renegade AI through unsecured, public, or unauthorized channels such as peer-to-peer networks or open-access platforms.
Selling Renegade AI content below the Minimum Resale Price without express written permission from Licensor.
Modifying, rebranding, or repackaging Renegade AI content as a standalone or separate product without prior consent.
Claiming ownership, authorship, or original creation rights over Renegade AI or any of its components.
Using Renegade AI content in marketing or product funnels that compete directly or mislead customers away from Licensor or its offerings.

Minimum Resale Price (MRP):

The MRP for the full Renegade AI course is $249.
Licensee must not position the full course or any substantial part of it below this price point without written authorization.
For partial or modular sales, see Schedule C for detailed pricing guidelines.
Membership models involving Renegade AI content may price differently but must not undercut the value or misrepresent access.

Enforcement:
Any violation of these terms, including unauthorized discounting, underpricing, or distribution, constitutes a material breach of the Master License Agreement and may lead to termination, revocation of license rights, and legal action.

Schedule B – Fees and Payment Terms
1. Annual License Fee

Licensee agrees to pay Licensor an annual, non-refundable fee of $997 for the rights granted under this Agreement.
The initial payment is due upon acceptance of the license. Subsequent renewal payments are due on each anniversary of the Effective Date.
Failure to remit payment on or before the due date constitutes a material breach of this Agreement and may result in immediate suspension or termination of the license.

2. Payment Methods

Licensee must provide and maintain a valid payment method acceptable to Licensor.
Licensor is authorized to automatically charge the payment method on file for annual renewal fees unless Licensee terminates the Agreement as permitted.

3. Taxes

Licensee is solely responsible for all applicable taxes, including but not limited to sales tax, VAT, GST, income tax, and any other government-imposed charges related to the license fee or use of the Work.
Licensor will not collect or remit taxes on behalf of Licensee.

4. Additional Fees

Unless explicitly stated otherwise, no other fees, commissions, or charges apply beyond the annual license fee.
Any additional services, updates, or customizations beyond the licensed content may incur separate fees subject to separate agreements.

5. Late Payment

If payment is not received within 10 days of the due date, Licensor reserves the right to suspend Licensee’s access to the Work until payment is made in full.
Reinstatement after suspension may be subject to additional fees or conditions at Licensor’s discretion.

Schedule C – Partial Use & Pricing Guidelines
1. Permitted Partial Use
Licensees may incorporate individual modules, videos, documents, or other materials from Renegade AI into their own paid products or services under these conditions:

The Renegade AI content must serve as a supporting element, not the primary or core deliverable of the product or service.
All original branding, copyright, and proprietary notices must be retained intact on all Renegade AI materials.
The partial content must be securely hosted and may not be distributed through open-access or unsecured channels.
Licensees must clearly disclose that all Renegade AI content is owned by Changing Courses 11 LLC and used under license.
Licensees may not repackage or rebrand Renegade AI materials as standalone paid products under a different name without prior written consent from Licensor.

2. Minimum Pricing Requirements
To protect the value of Renegade AI content, the following minimum pricing rules apply when using partial content:

Per Full Module: Each full module included must represent a minimum attributed value of $49 in the overall product pricing.
Per Document or Resource: Individual documents, templates, or worksheets must be attributed a minimum value of $15 each.
When multiple components are bundled, the combined pricing must reflect the sum of these minimums and must not fall below the full course MRP of $249, unless the product clearly indicates limited access or scope.

3. Marketing and Positioning Restrictions

Licensees may not market any offer as including Renegade AI “for free,” as a bonus, or imply full course access unless explicitly authorized.
Marketing materials must not mislead customers into believing they are receiving the complete Renegade AI course when only partial content is included.
Licensees may not use Renegade AI’s brand, name, or logos as primary branding in their offers without prior written approval.

4. Approved Free Distribution

Materials explicitly marked as “Approved for Free Distribution” by Licensor may be used as lead magnets, previews, or bonuses in accordance with the terms stated in Schedule A.
No other materials may be offered for free.

5. Enforcement and Remedies

Any violation of these pricing or marketing guidelines constitutes a material breach of the Master License Agreement.
Licensor reserves the right to terminate licenses, revoke access, and pursue legal remedies for violations.
First-time non-material violations may be eligible for a 7-day cure period at Licensor’s sole discretion.

LAST UPDATED: 06-30-2025